Meta Platforms, Inc. — Director's Dealing 2016

Sep 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Facebook Inc (FB)
CIK: 0001326801
Period of Report: 2016-09-22

Reporting Person: Zuckerberg Mark (Director, COB and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-22	Class A Common Stock	C	249662	—	Acquired	249662	Indirect
2016-09-22	Class A Common Stock	S	249662	$130.1756	Disposed	0	Indirect
2016-09-22	Class A Common Stock	C	115229	—	Acquired	115229	Indirect
2016-09-22	Class A Common Stock	S	115229	$130.1755	Disposed	0	Indirect
2016-09-23	Class A Common Stock	C	253901	—	Acquired	253901	Indirect
2016-09-23	Class A Common Stock	S	215310	$127.9296	Disposed	38591	Indirect
2016-09-23	Class A Common Stock	S	38591	$128.4097	Disposed	0	Indirect
2016-09-23	Class A Common Stock	C	117185	—	Acquired	117185	Indirect
2016-09-23	Class A Common Stock	S	100522	$127.9339	Disposed	16663	Indirect
2016-09-23	Class A Common Stock	S	16663	$128.4161	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-22	Class B Common Stock	$	C	249662	Disposed		Class A Common Stock (249662)	Indirect
2016-09-22	Class B Common Stock	$	C	115229	Disposed		Class A Common Stock (115229)	Indirect
2016-09-23	Class B Common Stock	$	C	253901	Disposed		Class A Common Stock (253901)	Indirect
2016-09-23	Class B Common Stock	$	C	117185	Disposed		Class A Common Stock (117185)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	827870	Indirect
Class A Common Stock	1139412	Indirect
Class A Common Stock	1235844	Indirect
Class A Common Stock	350169	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (4857323)	4857323	Indirect

Footnotes

F1: Shares held of record by Mark Zuckerberg, Trustee and Settlor of the Chan Zuckerberg Foundation (fka the Openness Trust dated April 2, 2012) ("CZ Foundation").

F2: The sales reported were effected by CZ Foundation and CZI Holdings, LLC (fka Chan Zuckerberg Initiative, LLC ) ("CZI"), as applicable, pursuant to their Rule 10b5-1
trading plans. These sales are part of Mr. Zuckerberg's previously-announced plan to gift or otherwise direct substantially all of his shares of Facebook stock, or the net after-tax proceeds from sales of such shares, to further the mission of advancing human potential and promoting equality by means of philanthropic, public advocacy, and other activities for the public good, with such plan to sell or gift no more than $1 billion of Facebook stock each year through 2018.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.91 to $130.71 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: Shares held of record by CZI. Mark Zuckerberg, Trustee of The Mark Zuckerberg Trust dated July 7, 2006 ("2006 Trust") is the sole member of CZI. Mr. Zuckerberg is the sole trustee of the 2006 Trust and, therefore, is deemed to have sole voting and investment power over the securities held by CZI.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.92 to $130.71 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.33 to $128.32 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.33 to $128.60 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.34 to $128.33 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.34 to $128.60 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 1, dated 5/8/2014.

F11: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 2, dated 5/8/2014.

F12: Shares held of record by Mark Zuckerberg, Trustee of The Mark Zuckerberg 2014 GRAT No. 3, dated 5/8/2014.

F13: Shares held of record by Mark Zuckerberg, Trustee of the 2006 Trust.

F14: The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares and has no expiration date.